Terms and conditions

§ 1 Scope

(1) These terms apply to contracts between Robert Curcic, trading as Nitorma (hereinafter „we“), and the client concerning the concept, design, development, operation and maintenance of websites.

(2) Our offering is aimed exclusively at businesses within the meaning of § 14 of the German Civil Code. Consumers within the meaning of § 13 of the German Civil Code are not contractual partners.

(3) Differing or additional terms of the client do not become part of the contract, even if we do not expressly object to them.

(4) The version of these terms incorporated at the conclusion of each contract applies to that contract. For follow-up orders, the terms then in force are incorporated into the contract afresh.

§ 2 Quotation and conclusion of contract

(1) The presentations on this website are non-binding and do not constitute an offer in the legal sense.

(2) After the first call the client receives a written quotation setting out scope, schedule and price. We remain bound by that quotation for fourteen days from receipt.

(3) The contract comes into being when the client accepts the quotation in text form and we confirm that acceptance in text form. The quotation governs the scope of work; these terms apply in addition.

§ 3 Scope of work

(1) The work owed follows conclusively from the quotation. The editions described on our website serve as orientation.

(2) Work not named in the quotation is not owed. This concerns in particular the writing of complete copy, the acquisition of image licences, domain and mailbox fees of the client's provider, legal advice and the placing of advertisements.

(3) We owe a website built according to the recognised rules of technology. No particular commercial success, search engine ranking or number of enquiries is owed.

(4) We make design decisions within the agreed concept at our professional discretion. The client decides on approval.

(5) We may have work carried out by qualified third parties. Our responsibility towards the client remains unaffected.

(6) Where Google or comparable analytics, tracking or advertising accounts are set up as part of the order, the client generally holds and operates these accounts themselves and provides us with the access rights required for the technical setup. Where the corresponding service has been booked, we carry out the technical setup and configuration of the agreed analytics, tracking and consent components. In doing so we do not provide individual legal advice; the client remains responsible for the legal review of their own data processing and legal texts, unless a separate legal review has been commissioned. Where personal data is processed on the client's behalf in this context and the requirements of Art. 28 GDPR are met, the parties conclude a data processing agreement before this processing begins.

§ 4 The client's cooperation

(1) The client provides the content, documents and access required for the work in good time, in full and in a suitable form, and names a contact person authorised to make decisions.

(2) The client warrants that they hold the necessary rights to the copy, images, logos, typefaces and other material supplied. They indemnify us against third-party claims raised against us because of the contractual use of that material, insofar as the client is responsible for the infringement.

(3) If the client fails to cooperate despite a reasonable deadline, agreed dates shift by the period of the delay plus a reasonable restart time. In the event of significant delay, the originally reserved project slot may be lost; the project then continues subject to our available capacity. Demonstrable additional effort is charged in accordance with § 8 (6). Statutory claims under §§ 642 and 643 of the German Civil Code remain unaffected.

(4) If a project is dormant for more than three months for reasons within the client's responsibility, we may invoice the work completed up to that point.

(5) Where we set the client a deadline under § 643 of the German Civil Code to catch up on an act of cooperation, we expressly point out the consequences of letting that deadline pass without result.

§ 5 Dates

(1) Times given are non-binding unless the quotation expressly describes them as a binding date.

(2) The project slot is reserved when the order is placed. It assumes that the cooperation under § 4 happens in good time.

§ 6 Revisions and changes

(1) The price includes the rounds of revision named in the quotation: Edition One two rounds of revisions, Edition Plus three rounds of revisions, Edition Custom four rounds of revisions.

(2) A round of revision is the client's collected feedback on a submitted state. Comments submitted individually afterwards may be treated as a further round.

(3) Change requests going beyond the agreed scope require text form. Before implementation we state the additional effort, the additional cost and the effect on the schedule. Work begins only after the client agrees.

(4) A fundamental change of direction after the design has been approved is not a revision but a change within the meaning of paragraph 3.

§ 7 Approval and acceptance

(1) The client approves the design direction and the finished website in text form. By approving the design they confirm that further work proceeds on that basis.

(2) On completion we ask the client to accept the work and set a deadline of ten working days. If they do not refuse acceptance within that period stating at least one defect, the work is deemed accepted.

(3) Acceptance may not be refused on account of insignificant defects.

(4) Before acceptance the client checks in particular copy, figures, prices, details about their company and mandatory information for correctness.

§ 8 Fees and payment

(1) The price agreed in the respective quotation applies. Where VAT is legally due, it is shown accordingly in the quotation.

(2) Unless agreed otherwise, the fee falls due in three instalments: 40 per cent on placing the order, 30 per cent after approval of the design and 30 per cent at launch.

(3) Invoices are payable without deduction within fourteen days of receipt.

(4) In the event of late payment the statutory rules apply, in particular § 288 of the German Civil Code.

(5) The client may only set off claims that are undisputed or have been established by a final judgment. A right of retention is available to them only in respect of claims arising from the same contractual relationship.

(6) Work outside the agreed scope is charged at 120 € per hour, billed in quarter hours.

(7) Launch requires full payment of the instalments due up to that point.

§ 9 Termination of a website project

(1) The client may terminate a contract for the creation of a work at any time before completion in accordance with § 648 of the German Civil Code. In that case our claim to remuneration follows the statutory provisions. We are in particular entitled to demand the agreed fee, less any expenses saved as a result of the termination and any earnings from the alternative use of our working capacity, whether actually obtained or maliciously not obtained.

(2) Work already performed is fully taken into account in the final invoice; instalments already due under § 8 remain part of the overall settlement. The actual state of the work at the time of termination is decisive for the amount of our claim to remuneration. The statutory presumption under § 648 sentence 3 of the German Civil Code remains unaffected.

(3) The right of either side to terminate for good cause under § 648a of the German Civil Code remains unaffected.

(4) Statutory claims for damages of either side remain unaffected by this provision.

§ 10 Rights of use

(1) On full payment of the agreed fee the client receives a simple right of use, unlimited in territory and time, to the designs and content created for them for the purpose provided for in the contract, including the right to edit and develop them further.

(2) Until payment has been made in full, all rights of use remain with us.

(3) Rights are not transferred to drafts that were not implemented, nor to general building blocks, templates, libraries and tools that we use across projects. We remain entitled to use those in other projects.

(4) For third-party typefaces, images and software libraries, the licence terms of the respective rights holder apply. We document these at handover.

(5) After full payment, the client may host and operate the website created for them themselves, have it edited by their own staff, or have it maintained, technically changed and further developed by a web designer, developer or hosting provider of their own choosing; this does not exclude an ordinary handover to another service provider. What remains prohibited, insofar as legally permissible, is selling general building blocks, templates, libraries or cross-project tools of ours (paragraph 3) as an independent template or product, or passing them on to third parties outside the intended use of the specific project.

§ 11 Reference

We may show a website created for the client as a reference, naming the company, linking to the website and using suitable screenshots, only after its public launch and only with the client's prior consent in text form. Confidential or not yet published content is not used as a reference. Consent given may be withdrawn for future use in text form.

§ 12 Operation and maintenance

(1) Operation, care and editorial work are separate continuing services. Their scope follows from the plan chosen.

(2) The minimum term is twelve months from launch. After that the contract continues indefinitely and may be terminated by either side in text form with one month's notice to the end of a month.

(3) The fee is payable monthly in advance. With annual payment in advance, two monthly payments are waived.

(4) Included change services relate to the respective billing month and lapse if they are not used.

(5) The availability of the website depends on third-party services, in particular hosting, domain and network operators. We do not owe any particular level of availability unless expressly agreed.

(6) The right of either side to terminate for good cause remains unaffected.

(7) On request we hand operation over in full to the client or to a third party named by them. The effort involved follows from the list of services.

§ 13 Data protection

(1) Both sides observe the applicable data protection rules.

(2) The client is the controller within the meaning of the GDPR insofar as they determine the purposes and means of processing on their website.

(3) Insofar as we process personal data exclusively on behalf of the client and the requirements of Art. 28 GDPR are met, we act as processor; a required data processing agreement is concluded before this processing begins.

(4) For personal data that we process for our own purposes, in particular for contract administration, communication, accounting and the fulfilment of our own statutory obligations, we ourselves are the controller.

§ 14 Mandatory information, legal texts and accessibility

(1) An individual legal review or legal advice is not part of our contractual service, unless expressly provided by a legal services provider authorised to do so. In particular, we may technically integrate legal texts provided or approved by the client and implement technical consent and privacy measures, without thereby promising an individual legal review.

(2) Where we enter a legal notice, a privacy policy or comparable mandatory information, we do so based on the details provided or approved by the client, or sourced from a legal service designated for that purpose. The client remains responsible for the individual legal review, unless a separate legal review has been commissioned.

(3) Whether and to what extent the client is subject to digital accessibility obligations depends on their offering and the size of their company. We build with low barriers according to the recognised rules of technology; this constitutes an assurance of compliance with statutory obligations only where expressly agreed.

§ 15 Warranty

(1) The statutory provisions on contracts for work apply unless otherwise provided below.

(2) The client reports defects in text form and describes them so that they can be reproduced.

(3) We are first given the opportunity to remedy the defect. If subsequent performance fails, or is dispensable under the statutory provisions or unreasonable for the client, the client has the further statutory rights arising from defects.

(4) A deviation caused by later changes made by the client or third parties, by improper use, by changes to third-party services or by the peculiarities of outdated browsers is not a defect.

(5) The limitation period for claims based on defects is twelve months from acceptance. This does not apply to claims based on intent, gross negligence or fraudulently concealed defects, nor to damage arising from injury to life, body or health.

§ 16 Liability

(1) We are liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, and under the German Product Liability Act.

(2) In cases of simple negligence we are liable only for breach of material contractual obligations, that is obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the client may regularly rely. In that case liability is limited to the foreseeable damage typical of this kind of contract.

(3) Where we expressly owe data backup as part of a booked operation package, we are liable for the loss of data within the other liability provisions of this section. Where the client operates the website themselves or no data backup is contractually owed, we are liable for the loss of data only up to the effort that would have been required for recovery had the client carried out proper backups of their own.

(4) Any further liability is excluded. The above limitations also apply to our legal representatives and to persons we use to perform our obligations.

§ 17 Confidentiality

(1) Both sides treat all information obtained in the course of the collaboration that is designated confidential or is evidently confidential as confidential, and use it only for the purposes of the contract.

(2) Access credentials are handed over by a secure route and deleted on request after the project ends.

(3) The obligation continues beyond the end of the contract.

§ 18 Force majeure

Events of force majeure that make performance substantially more difficult or impossible entitle us to postpone performance by the duration of the hindrance plus a reasonable restart time. If the hindrance lasts longer than two months, either side may withdraw from the contract.

§ 19 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) If the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is our place of business. We are also entitled to sue at the client's place of business.

(3) Individual agreements between the parties take priority over these terms pursuant to § 305b of the German Civil Code. Otherwise, amendments and additions to this contract require text form; this also applies to the waiver of this formal requirement.

(4) Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.